Exhibit 10.3


 





RELEASE AGREEMENT


 


THIS RELEASE AGREEMENT
(this “Agreement”), dated as of December 31, 2016 (the “Effective Date”), is by and among
United Development Funding, L.P., a Delaware limited partnership (“UDF I”), United Development Funding III,
LP, a Delaware limited partnership (“UDF III”), United Development Funding IV, a Maryland real estate investment
trust, on behalf of itself and its subsidiary lenders, if any (collectively, “UDF IV”), United Development Funding
X, L.P., a Delaware limited partnership (“UDF X”), and United Residential Home Finance, L.P., a Delaware limited
partnership (“URHF” and collectively with UDF I, UDF III, UDF IV and UDF X, and including any of their subsidiaries
and the successors, assigns and affiliates of any of the foregoing, the “Lender Parties”), on one hand, and
Buffington Land Group, Ltd., a Texas limited partnership (“BLG”), Buffington Land, Ltd., a Texas limited partnership
(“Buffington Land”), Buffington Land Development, LLC, a Texas limited liability company (“BLD”),
and Buffington Capital Holdings, LLC, a Texas limited liability company (“BCH” and collectively with BLG, Buffington
Land and BLD, and including any of their successors, assigns and affiliates, the “Buffington Parties”), on the
other hand. The Lender Parties and Buffington Parties are sometimes referred to herein individually as a “Party”
and collectively as the “Parties.”


 


This Agreement is being
executed and delivered pursuant to that certain Master Assignment Agreement, dated as of August 1, 2016, by and among UDF III,
as Agent, certain affiliates of the Lender Parties, as the UDF Parties, and the Buffington Parties and certain affiliates of the
Buffington Parties, as Assignor (the “Master Agreement”). All of the capitalized terms used in this Agreement,
unless otherwise defined herein, shall have the same meaning as assigned to such terms in the Master Agreement.


 


AGREEMENT:


 


NOW, THEREFORE, for
good and valuable consideration, and intending to be legally bound hereby, the Lender Parties and the Buffington Parties hereby
covenant and agree as follows:


 


1.       MUTUAL
RELEASE. 


 


RELEASE
OF BUFFINGTON PARTIES. EXCEPT WITH RESPECT TO THE OBLIGATIONS OF THE BUFFINGTON PARTIES
EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER CLOSING DOCUMENT (AS DEFINED IN THE MASTER AGREEMENT), EACH OF THE LENDER PARTIES, ON
BEHALF OF THEMSELVES AND EACH OF THEIR AFFILIATES, HEREBY RELEASE THE BUFFINGTON PARTIES AND THEIR RESPECTIVE OWNERS, OFFICERS,
DIRECTORS, TRUSTEES, REPRESENTATIVES, ATTORNEYS, EMPLOYEES, SUCCESSORS, HEIRS, ASSIGNS, PARENTS, SUBSIDIARIES, ADMINISTRATORS,
AND AFFILIATES, INCLUDING, WITHOUT LIMITATION, THE AFFILIATES SET FORTH ON SCHEDULE B, ATTACHED HERETO, FROM ANY LIABILITIES,
CAUSES OF ACTION, CLAIMS, DEMANDS, ALLEGATIONS, WRONGDOING, ACTIONABLE CONDUCT, DAMAGES, INJURIES, LOSSES, EXPENSES, AND ATTORNEYS’
FEES, OF EVERY TYPE AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, SUSPECTED OR UNSUSPECTED, LATENT OR
PATENT, LIQUIDATED OR CONTINGENT THAT THE LENDER PARTIES MAY HAVE AGAINST THE BUFFINGTON PARTIES IN CONNECTION WITH ANY LOAN OR
LOANS MADE BY ANY LENDER PARTY OR ITS SUBSIDIARY TO ANY BUFFINGTON PARTY (INCLUDING, WITHOUT LIMITATION, ANY PLEDGE OF COLLATERAL
PROVIDED AS SECURITY FOR ANY SUCH LOAN OR ANY GUARANTY OF ANY SUCH LOAN) EXCEPT IN CONNECTION WITH (I) ANY LOAN MADE TO
A CONVEYED ENTITY, AND (II) THOSE CERTAIN LOAN OR LOANS SET FORTH ON SCHEDULE A ATTACHED HERETO AND MADE A PART HEREOF (IF
ANY) (THE “UNRELEASED LOANS”).


 






     


     


    

 


(b)       RELEASE
OF LENDER PARTIES. EXCEPT WITH RESPECT TO THE OBLIGATIONS OF THE LENDER PARTIES EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER
CLOSING DOCUMENT, EACH OF THE BUFFINGTON PARTIES, ON BEHALF OF THEMSELVES AND EACH OF THEIR AFFILIATES, HEREBY RELEASE THE LENDER
PARTIES AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, TRUSTEES, REPRESENTATIVES, ATTORNEYS, EMPLOYEES, SUCCESSORS, HEIRS, ASSIGNS,
PARENTS, SUBSIDIARIES, ADMINISTRATORS, AND AFFILIATES FROM ANY LIABILITIES, CAUSES OF ACTION, CLAIMS, DEMANDS, ALLEGATIONS, WRONGDOING,
ACTIONABLE CONDUCT, DAMAGES, INJURIES, LOSSES, EXPENSES, AND ATTORNEYS’ FEES, OF EVERY TYPE AND NATURE WHATSOEVER, WHETHER
KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, SUSPECTED OR UNSUSPECTED, LATENT OR PATENT, LIQUIDATED OR CONTINGENT THAT THE BUFFINGTON
PARTIES MAY HAVE AGAINST THE LENDER PARTIES IN CONNECTION WITH ANY LOAN OR LOANS MADE BY ANY LENDER PARTY OR ITS SUBSIDIARY TO
ANY BUFFINGTON PARTY (INCLUDING, WITHOUT LIMITATION, ANY PLEDGE OF COLLATERAL PROVIDED AS SECURITY FOR ANY SUCH LOAN OR ANY GUARANTY
OF ANY SUCH LOAN) EXCEPT IN CONNECTION WITH ANY UNRELEASED LOAN.


 


(c)       SURVIVAL
OF MUTUAL RELEASE. THE TERMS AND CONDITIONS OF THIS SECTION 1 WILL EXPRESSLY SURVIVE THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED BY THE MASTER AGREEMENT.


 


2.       Ratification;
No Waiver. Nothing herein shall constitute, and there has not otherwise occurred, any extinguishment or release of the obligations
and agreements of any borrower, pledgor or guarantor under any loan documents with respect to the Unreleased Loans, and nothing
herein shall constitute, and there has not otherwise occurred, any novation with respect to any note evidencing the Unreleased
Loans. The Buffington Parties do hereby expressly ratify and confirm the liens and security interests created by any security instruments
securing the Unreleased Loans. Nothing in this Agreement shall be understood or construed to be a satisfaction or release, in whole
or in part, of any obligation of any borrower under any loan documents evidencing and/or securing the Unreleased Loans.


 


3.       Informed
Consent. By entering into this Agreement, each Party represents and warrants that: (a) it has had the opportunity to rely upon
the advice of legal counsel of its own choice concerning the terms of this Agreement and the consequences thereof; (b) the terms
of this Agreement are fully understood and voluntarily accepted by such Party; (c) it is relying on its own judgment in entering
into this Agreement; and (d) it is not relying on any statement or representation by any other Party or its agent, other than those
expressly set forth herein.


 


4.       No
Liability. The Parties acknowledge that this Agreement is not to be construed in any way as an admission of liability by any
Party hereto.


 


5.       Representations.
Each Party hereby represents and warrants that it is: (a) fully authorized to enter into this Agreement, and (b) competent to do
so. 


 






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6.       Attorneys’
Fees and Expenses. Each Party agrees to be responsible for all its attorneys’ fees, costs, and expenses arising from
his or its own actions and the actions of his or its own counsel in connection with this Agreement, the matters and documents referred
to in this Agreement, and the enforcement thereof, unless specified otherwise in the Master Agreement.


 


7.       Successors
in Interest. This Agreement is binding upon and will inure to the benefit of each Party’s respective successors and assigns.


 


8.       Further
Assurances. The Parties will: (a) cooperate fully and execute any and all supplementary documents, and (b) take all additional
actions (including, without limitation, termination of any relevant pledge agreements or UCC filings) that may be necessary or
appropriate to give full force and effect to the terms and intent of this Agreement. 


 


9.       Miscellaneous.


 


(a)       Entire
Agreement. This Agreement, together with the Master Agreement, constitutes the entire agreement between the Parties with regard
to the matters set forth herein. This Agreement shall supersede any prior written or oral agreements between the Parties concerning
the subject matter herein. 


 


(b)       Modification.
The provisions of this Agreement may be changed, waived, modified, or varied only by written agreement of all the Parties who are
duly authorized.


 


(c)       Severability.
In case any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable
in any respect, that holding will not affect any other provision of this Agreement, and this Agreement will be construed as if
the invalid, illegal, or unenforceable provision had never been included. 


 


(d)       Multiple
Counterparts. This Agreement may be executed in multiple counterparts and with detachable signature pages each of which will
be deemed an original and all of which taken together will constitute one and the same agreement. 


 


(e)       Governing
Law. This Agreement shall be governed by Texas law without regard to its conflict of law rules.


 


[Remainder of Page
Intentionally Blank]


 


 




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IN WITNESS WHEREOF, the Lender Parties and
the Buffington Parties have executed this Agreement to be effective as of the Effective Date.


 





	 	LENDER PARTIES:	 
	 	 	 	 	 
	 	UNITED DEVELOPMENT FUNDING, L.P.,	 
	 	a Delaware limited partnership	 
	 	 	 	 	 
	 	By:	United Development Funding, Inc.,	 
	 	 	a Delaware corporation,	 
	 	 	its General Partner	 
	 	 	 	 
	 	 	 	 
	 	 	By: 		 
	 	 	Name: 	 	 
	 	 	Title:	 	 







 





 





	 	UNITED DEVELOPMENT FUNDING III, LP,	 
	 	a Delaware limited partnership	 
	 	 	 
	 	By:	UMTH Land Development, L.P.,	 
	 	 	a Delaware limited partnership,	 
	 	 	its General Partner	 
	 	 	 	 	 
	 	By:	UMT Services, Inc.	 
	 	 	a Delaware corporation,	 
	 	 	its General Partner	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	Name: 	 	 
	 	 	Title:	 	 







 


 





	 	UNITED DEVELOPMENT FUNDING IV,	 
	 	a Maryland real estate investment trust	 
	 	 	 	 
	 	By:		 
	 	Name:	 	 
	 	Title: 	 	 







 








 




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	 	UNITED DEVELOPMENT FUNDING X, L.P.,	 
	 	a Delaware limited partnership	 
	 	 	 	 	 
	 	By:	United Development Funding X, Inc.,	 
	 	 	a Delaware corporation,	 
	 	 	its General Partner	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	Name: 	 	 
	 	 	Title:	 	 







 


 





	 	UNITED RESIDENTIAL HOME FINANCE, L.P.,	 
	 	a Delaware limited partnership	 
	 	 	 	 	 	 
	 	By:	UMT HF GP Manager, LLC,	 
	 	 	a Delaware limited liability company,	 
	 	 	its General Partner	 
	 	 	 	 	 	 
	 	 	By:	United Mortgage Trust,	 
	 	 	 	a Maryland real estate investment trust,	 
	 	 	 	its Managing Member	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	Name: 	 	 
	 	 	 	Title:	 	 










 








 




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	 	BUFFINGTON PARTIES:	 
	 	 	 	 	 
	 	BUFFINGTON LAND GROUP, LTD.,	 
	 	a Texas limited partnership	 
	 	 	 	 	 
	 	By:	Buffington Land Group Management, LLC,	 
	 	 	a Texas limited liability company,	 
	 	 	its General Partner	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title: 	Manager	 










 


 





	 	BUFFINGTON LAND, LTD.,	 
	 	a Texas limited partnership	 
	 	 	 	 	 
	 	By:	Buffington Land Management,
LLC,	 
	 	 	a Texas limited liability company,	 
	 	 	its General Partner	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title: 	Manager	 


 


 





	 	BUFFINGTON LAND DEVELOPMENT, LLC,	 
	 	a Texas limited liability company	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: 	Manager	 













 


 





	 	BUFFINGTON CAPITAL HOLDINGS,
L.L.C.,	 
	 	a Texas limited liability company	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: 	Manager	 


 





 




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SCHEDULE A


 


None.


 


 


 


 


 


 




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SCHEDULE B


 


BUFFINGTON ASSET GROUP, LTD., a Texas limited partnership


BUFFINGTON LAND, LTD., a Texas limited partnership


LEN-BUF LAND ACQUISITIONS OF TEXAS, L.P., a Texas limited partnership


LEN-BUF / HIDDENLAKE 2-JV, LTD., a Texas limited partnership


LENNAR BUFFINGTON STONEWALL RANCH, L.P., a Texas limited partnership


BUFFINGTON VOHL 5A 6A 6B, LTD., a Texas limited partnership


BUFFINGTON MASON PARK, LTD., a Texas limited partnership


PH BOBC, LP, a Texas limited partnership


PH SPMSL, LP, a Texas limited partnership


BLG PLANTATION, LLC, a Texas limited liability company


BUFFINGTON LAND DEVELOPMENT, LLC, a Texas limited liability
company


BLD SCENIC LOOP, LLC, a Texas limited liability company


BUFFINGTON CAPITAL HOLDINGS, L.L.C., a Texas limited liability
company


BLD SPM 2A, LLC, a Texas limited liability company


BLD SPM 3A, LLC, a Texas limited liability company


BLD PBC-4A, LLC, a Texas limited liability company


BLD PBC-4B, LLC, a Texas limited liability company


BLD LAMP SECTION 3, LLC, a Texas limited liability company


BLD LAMP SECTION 4, LLC, a Texas limited liability company


BLD VOHL 6B-2, LLC, a Texas limited liability company


BLD VOHL 6A-2, LLC, a Texas limited liability company


BLD VOHL 6B-3, LLC, a Texas limited liability company


BLD BRATTON HILL, LLC, a Texas limited liability company


BUFFINGTON LAND GROUP, LTD., a Texas limited partnership


BUFFINGTON LAND MANAGEMENT, LLC, a Texas limited liability company


BUFFINGTON VOHL 5A 6A 6B MANAGEMENT, LLC, a Texas limited liability
company


BUFFINGTON MASON PARK MANAGEMENT, LLC, a Texas limited liability
company


BUFFINGTON LAND GROUP MANAGEMENT, LLC, a Texas limited liability
company


PH BOBC GP, LLC, a Texas limited liability company


PH SPMSL GP, LLC, a Texas limited liability company


BHM HIGHPOINTE, LTD., a Texas limited partnership


BHM HIGHPOINTE MANAGEMENT, LLC, a Texas limited liability company


BHM HP 5.3, LLC, a Texas limited liability company


BHM HIGHPOINTE PRIVATE ROADS, LLC, a Texas limited liability
company


PH PARK AT BC, LP, a Texas limited partnership


PH PARK AT BC MANAGEMENT, LLC, a Texas limited liability company


PH LIBLOTS, LP, a Texas limited partnership


PH LIBLOTS MANAGEMENT, LLC, a Texas limited liability company


PH SPM2B, LP, a Texas limited partnership


PH SPM2B MANAGEMENT, LLC, a Texas limited liability company


PH SL II, LP, a Texas limited partnership


PH SL II MANAGEMENT, LLC, a Texas limited liability company


BLG SPM 3B 3C, LLC, a Texas limited liability company


BMP LOTS, LTD., a Texas limited partnership


BMP LOTS MANAGEMENT, LLC, a Texas limited liability company


BUFFINGTON MEADOW PARK, LTD., a Texas limited partnership


BUFFINGTON BRUSHY CREEK, LTD., a Texas limited partnership


BUFFINGTON BRUSHY CREEK MANAGEMENT, LLC, a Texas limited liability
company


BUFF STAR VENTURES, LTD., Texas limited partnership


BUFF STAR MANAGEMENT, LLC, a Texas limited liability company


 








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